Barksdale Announces Closing of Private Placement Financing
Barksdale Announces Closing of Private
Placement Financing
Vancouver, British Columbia--(Newsfile Corp. - July 26, 2024) - Barksdale Resources Corp. (TSXV:
BRO) ("
Barksdale
" or the "
Company
") is pleased to announce the closing of the second and final
tranche ("
Final Tranche
") of its previously announced non-brokered private placement offering
("
Offering
") of units of the Company ("
Units
") with the issuance of 14,674,683 Units for gross proceeds
of $2,201,202.45. The first tranche ("
First Tranche
") of the non-brokered private placement offering
comprising 27,325,317 Units for gross proceeds of $4,098,798 closed on June 27, 2024 (see news
release dated
June 27, 2024
). The Units sold in respect of the First Tranche and Final Tranche, together,
total 42,000,000 for gross proceeds of $6,300,000.
Each Unit consists of one common share of Barksdale (a "
Common Share
") and one Common Share
purchase warrant (a "
Warrant
"), whereby each Warrant entitles the holder to acquire one Common
Share at a price of $0.23 for a period of three years from the date of issuance.
Proceeds of the Offering will be used to finance exploration activities at the Company's properties in
Arizona as well as for working capital and general corporate purposes. Pursuant to the closing of the
Offering, the Company paid an aggregate of (i) $199,516.60 in cash finder's fees and issued an
aggregate of 1,330,111 finder's warrants to eligible finders in connection with the First Tranche, and (ii)
$64,396.49 in cash finder's fees and issued an aggregate of 429,309 finder's warrants to eligible finders
in connection with the Final Tranche. The finder's fees in respect of the Offering, therefore, total
$263,913.09 and 1,759,420 finder's warrants. Each finder's warrant entitles the holder to acquire one
Common Share at a price of $0.23 until June 27, 2027 (First Tranche) or July 27, 2027 (Final Tranche).
All securities issued pursuant to the (i) First Tranche are subject to a statutory hold period expiring
October 28, 2027, and (ii) Final Tranche are subject to a statutory hold period expiring November 27,
2027; each expiration date being the date that is four months and one day from the date of issuance.
The Offering remains subject to TSX Venture Exchange final acceptance.
The securities described herein have not been, and will not be, registered under the United States
Securities Act of 1933, as amended (the "
U.S. Securities Act
"), or any state securities laws, and may
not be offered or sold within the United States except in compliance with the registration requirements of
the U.S. Securities Act and applicable state securities laws or pursuant to available exemptions
therefrom. This release does not constitute an offer to sell or a solicitation of an offer to buy of any
securities in the United States.
Related Party Participation in the Offering
Certain insiders of the Company participated in the Offering. For details of insider participation in the
First Tranche, please see news release dated
June 27, 2024
. In connection with the Final Tranche,
Crescat Portfolio Management LLC, an insider of the Company as it has ownership of, or control or
direction over, directly or indirectly, securities of Barksdale carrying more than 10% of the voting rights
attached to all the Company's outstanding voting securities, purchased 6,666,667 Units. In addition, Rick
Trotman, Chief Executive Officer and Director of Barksdale, purchased 118,317 Units. The participation
by insiders in the Offering constitutes a "related party transaction" as defined under Multilateral
Instrument 61-101 -
Protection of Minority Security Holders in Special Transactions
("
MI 61-101
"). The
Company is relying on the exemptions from the valuation and minority shareholder approval
requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair
market value of the securities purchased by insiders, nor the consideration for the securities paid by
such insiders, will exceed 25% of the Company's market capitalization. The Company did not file a
material change report in respect of the related party transaction at least 21 days before the closing of
either the First Tranche or the Final Tranche, which the Company deems reasonable in the
circumstances in order to complete the Offering in an expeditious manner. The Offering was unanimously
approved by the Company's board of directors.
Barksdale Resources Corp.
, a 2023 OTCQX BEST 50 Company, is a base metal exploration
company headquartered in Vancouver, B.C., that is focused on the acquisition, exploration and
advancement of highly prospective base metal projects in North America. Barksdale is currently
advancing the Sunnyside copper-zinc-lead-silver project in the Patagonia mining district of southern
Arizona, which hosts several significant porphyry copper deposits as well as the adjoining world-class
Hermosa carbonate-replacement lead-zinc-silver deposit which is under construction by a major mining
company.
ON BEHALF OF BARKSDALE RESOURCES CORP
Rick Trotman
President, CEO and Director
Terri Anne Welyki
Vice President of Communications
778-238-2333
For more information please phone 778-558-7145, email
or visit
www.BarksdaleResources.com
.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
release.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news
release contains certain "forward-looking information" and "forward-looking statements" (collectively
"forward-looking statements") within the meaning of applicable securities legislation. Forward-looking
statements are frequently, but not always, identified by words such as "expects", "anticipates",
"believes", "intends", "estimates", "potential", "possible", and similar expressions, or statements that
events, conditions, or results "will", "may", "could", or" should" occur or be achieved. All statements,
other than statements of historical fact, included herein, without limitation, statements relating to TSX
Venture Exchange approval and the use of proceeds from the Offering are forward-looking
statements. There can be no assurance that such statements will prove to be accurate, and actual
results and future events could differ materially from those anticipated in such statements. Forward-
looking statements reflect the beliefs, opinions and projections on the date the statements are made
and are based upon a number of assumptions and estimates that, while considered reasonable by
Barksdale, are inherently subject to significant business, economic, competitive, political and social
uncertainties and contingencies. Many factors, both known and unknown, could cause actual results,
performance or achievements to be materially different from the results, performance or
achievements that are or may be expressed or implied by such forward-looking statements and the
Company has made assumptions and estimates based on or related to many of these factors. Such
factors include, without limitation, the ability to obtain necessary approvals, the ability to complete
proposed exploration work, the results of exploration, continued availability of capital, and changes in
general economic, market and business conditions. Readers should not place undue reliance on the
forward-looking statements and information contained in this news release concerning these items.
Barksdale does not assume any obligation to update the forward-looking statements of beliefs,
opinions, projections, or other factors, should they change, except as required by applicable securities
laws.
// NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES //
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